EXHIBIT 10.1

Employment Agreement


THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into by and among EDWARD
ARIOLI , an individual residing in the State of Florida whose social security
number is_____ _____________ (the "Employee"); Xstream Beverages Group, Inc., a
Nevada corporation ("Xstream"), Xstream and the Employee being sometimes
hereinafter collectively to as the "Parties" or generically as a "Party".

         NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements hereby exchanged, as well as of the sum of Ten ($10.00) Dollars and
other good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, the Parties, intending to be legally bound, hereby agree as
follows:


                                   Witnesseth:
                                   -----------

                                   ARTICLE ONE
                       TERM, RENEWALS, EARLIER TERMINATION

1.1      TERM

         Subject to the provisions set forth herein, the term of the Employee's
employment hereunder shall be deemed to have commenced as of February 1, 2002
and shall continue until December 31, 2005.

1.2      RENEWALS

(a)      This Agreement shall be renewed automatically, after expiration of the
         original term, on a continuing annual basis, unless the Party wishing
         not to renew this Agreement provides the other Party with written
         notice of its election not to renew ("Termination Election Notice") on
         or before the 30th day prior to termination of the then current term.

(b)      In the event that in conjunction with a renewal of this Agreement, a
         Party desires a modification of the terms of this Agreement that are
         not of general application (e.g., the


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         provisions pertaining to salary, commissions, etc.), then:

         (1)      Such Party shall provide the other with a written notice
                  specifying the requested modifications (the "Modification
                  Request Notice") on or before the 45th day prior to
                  termination of the then current term which;

         (2)      If the modifications specified in the Modifications Request
                  Notice are accepted in writing by the other Party prior to
                  expiration of the then current term, the Modifications Request
                  Notice shall be deemed a written amendment to this Agreement,
                  effective as of the first day of the new renewal term;

         (3)      If the Party receiving the Modifications Request Notice finds
                  the proposed modifications unacceptable, it may initiate
                  negotiations to reach compromise modifications with the Party
                  providing the Modifications Request Notice, which must be
                  concluded and reflected in a written amendment to this
                  Agreement prior to the end of the then current term, failing
                  which, the provisions of Section 1.2(B)(4) will be deemed in
                  effect;

         (4)      If the modifications specified in the Modifications Request
                  Notice are not accepted in writing by the other Party prior to
                  expiration of the then current term, the Modifications Request
                  Notice shall be deemed a Notice of Termination and this
                  Agreement will expire effective as of the close of business on
                  the last day of the then current term.

1.3      EARLIER TERMINATION

         Xstream shall have the right to terminate this Agreement prior to the
expiration of its Term or of any renewals thereof:

(a)      For Cause:

         (1)      Xstream may terminate the Employee's employment under this
                  Agreement at any time for cause.

         (2)      Such termination shall be evidenced by written notice thereof
                  to the Employee, which notice shall specify the cause for
                  termination.

         (3)      For purposes hereof, the term "cause" shall mean:

                  (W)      The inability of the Employee, through sickness or
                           other incapacity, to discharge his duties under this
                           Agreement for 90 or more consecutive days or for a
                           total of 180 or more days out of a period of 270
                           days;

                  (X)      The failure of the Employee to abide by the
                           directions of Xstream's board of directors;


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                  (Y)      Dishonesty; theft; insubordination or conviction of a
                           crime;

                  (Z)      Material default in the performance of the Employee's
                           obligations, services or duties required under this
                           Agreement (other than due to illness) or material
                           breach of any provision of this Agreement, which
                           default or breach has not been completely remedied
                           within five days after written notice of such default
                           or breach.

(b)      Deterioration or Discontinuance of Business:

         (1)      In the event that Xstream discontinues operating its business,
                  this Agreement shall terminate as of the last day of the month
                  on which it ceases operation with the same force and effect as
                  if such last day of the month were originally set as the
                  termination date hereof; provided, however, that a
                  reorganization or merger of Xstream shall not be deemed a
                  termination of its business.

(c)      Death:

         This Agreement shall terminate immediately on the death of the
Employee; however, all accrued compensation at such time shall be promptly paid
to the Employee's estate.

(d)      Options:

         If within 120 days of execution of this Agreement, the Agreement is
terminated by either party either with or without cause, then in that event all
stock options granted to the Employee as more fully in Article III shall be null
and void.

         If this Agreement is terminated either with or without cause after 120
days following execution, then all options granted to the Employee hereunder
shall be fully vested.


1.4      SEVERANCE PAYMENTS AND ALTERNATIVES TO TERMINATION

         In the event this Agreement is terminated for reasons other than for
cause as described in Section 1.3(a)(3)(b) or (c) above, the Employee shall be
entitled to receive:

         (A)      All salaries and reimbursements earned through the date of
                  termination;

         (B)      Pay to the Employee an amount equal to the greater of 200% of
                  the Employee's then prevailing salary or the remaining
                  compensation due under this Agreement whichever is less;

         (C)      Continue to provide the Employee with those medical, life and
                  disability insurance benefits, if any, which are provided to
                  the Employee as of the last date of


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                  employment and continue for a period of one year following the
                  last date of employment with the Xstream;

         (D)      The Employee shall have the right to exercise all stock
                  options, warrants and other rights to acquire Common Stock or
                  other securities of the Company granted to the Employee by the
                  Company prior thereto for the greater of the Noncompete Period
                  (as defined below) or, with respect to such options, warrants
                  or rights the remaining period to exercise said options or
                  warrants.

1.5      FINAL SETTLEMENT

         Upon termination of this Agreement the Employee or the Employee's
representative shall ex ecute and deliver to Xstream on a form prepared by
Xstream, a release of all claims except such claims as may have been submitted
pursuant to the terms of this Agreement and which remain unpaid, and, shall
forthwith tender to Xstream all records, manuals and written procedures, as may
be desired by it for the continued conduct of its business.


                                    ARTICLE 2
                               SCOPE OF EMPLOYMENT

2.1      RETENTION

         Xstream hereby hires the Employee and the Employee hereby accepts such
employment, in accordance with the terms, provisions and conditions of this
Agreement.


2.2      GENERAL DESCRIPTION OF DUTIES

         The Employee shall perform the duties generally associated with
overseeing the operations of the Company including but not limited to developing
a business plan, investigating prospective acquisition candidates, oversee
operations in each targeted company, recommend to the board a prospective
budget, oversee human resource needs to the extent required to integrate various
operating subsidiaries and such other matters as may reasonably be directed by
the Board of Directors.

2.3      STATUS

(A)      The Employee shall serve as its PRESIDENT and serve as a member of
         Xstream's board of directors.

(B)      The Employee shall oversee all operational issues related to the
         ongoing business needs of the Company. The Employee shall at all times
         be accountable to the Company's Board of


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         Directors. The Employee is expected to work a minimum of 35 hours per
         week and devote his full time and attention to the operations of the
         Company. However, nothing shall prohibit the Employee from engaging in
         charitable and civic activities and managing his personal passive
         investments, provided that such passive investments are not in a
         company which competes in a business similar to that of the Company's
         business.

(C)      The Employee hereby represents and warrants to Xstream that he is
         subject to no legal, self regulatory organization (e.g., National
         Association of Securities Dealers, Inc.'s bylaws) or regulatory
         impediments to the provision of the services called for by this
         Agreement, or to receipt of the compensation called for under this
         Agreement or any supplements thereto; and, the Employee hereby
         irrevocably covenants and agrees to immediately bring to the attention
         of Xstream any facts required to make the foregoing representation and
         warranty continuingly accurate throughout the term of this Agreement,
         or any supplements or extensions thereof.

2.4      EXCLUSIVITY

(a)      Unless specifically authorized by this Agreement or is otherwise
         authorized by Xstream's board of directors, on a case by case basis, in
         writing, all of the Employee's business time shall be devoted
         exclusively to the affairs of Xstream.

(b)      Without limiting the generality of the foregoing, the Employee
         covenants to perform the employment duties called for hereby in good
         faith, devoting substantially all business time, energies and abilities
         thereto and will not engage in any other business or commercial
         activities for any person or entity without the prior written consent
         of Xstream.

2.5      LIMITATIONS ON SERVICES

(a)      The Parties recognize that certain responsibilities and obligations are
         imposed by federal and state securities laws and by the applicable
         rules and regulations of stock exchanges, the National Association of
         Securities Dealers, Inc., in-house "due diligence" or "compliance"
         departments of Licensed Securities Firms, etc.; accordingly, the
         Employee agrees that he will not:

         (1)      Release any financial or other material information or data
                  about Xstream without the prior written consent and approval
                  of Xstream's General Counsel or Securities Counsel;

         (2)      Conduct any meetings with financial analysts without informing
                  Xstream's General Counsel and board of directors in advance of
                  the proposed meeting and the format or agenda of such meeting.

(w)      In any circumstances where the Employee is describing the securities of
         Xstream to a third party, the Employee shall disclose to such person
         any compensation received from Xstream


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         to the extent required under any applicable laws, including, without
         limitation, Section 17(b) of the Securities Act of 1933, as amended.

(x)      In rendering his services, the Employee shall not disclose to any third
         party any confidential non-public information furnished by Xstream or
         otherwise obtained by it with respect to Xstream, except on a need to
         know basis, and in such case, subject to appropriate assurances that
         such information shall not be used, directly or indirectly, in any
         manner that would violate state or federal prohibitions on insider
         trading of Xstream's securities.

(y)      The Employee shall not take any action which would in any way adversely
         affect the reputation, standing or prospects of Xstream or Xstream or
         which would cause Xstream to be in violation of applicable laws.

                                  ARTICLE THREE
                                  COMPENSATION

3.1      COMPENSATION

         As consideration for the Employee's services to Xstream the Employee
shall be entitled to the following compensation:

         The Employee's salary during the first year of this agreement shall be
$75,000 (the "Base Salary"). The Base Salary shall be increased by ten percent
per annum (10%) in each of the subsequent years of employment. shall receive an
annual base salary of $75,000. In addition to the Base Salary, the Employee
shall be entitled to receive such bonuses as may be determined by the Company's
Board of Directors. The Base Salary shall be payable in accordance with the
Company's customary payroll practices and procedures and shall be prorated for
any partial year during the Term.

3.2      BENEFITS

         (A)      The Employee shall be entitled to any benefits generally made
                  available to all other employees including without limitation
                  medical, disability and life insurance plans and programs
                  established by the Company subject however to any eligibility
                  requirements and other provisions of such plans. The Employee
                  shall also be entitled to receive such fringe benefits as may
                  be generally provided by the Company from time to time to its
                  employees, in accordance with the policies of the Company in
                  office from time to time. Th Company will also attempt to
                  secure for the Employee and other members of the Board of
                  Directors, directors and officers insurance in an amount
                  deemed reasonable by the Board of Directors.

         (B)      If deemed appropriate under the circumstances by Xstream's
                  board of directors, an expense allowance in an amount
                  established from time to time by Xstream's board of directors
                  for traveling, telephone and other direct business expenses
                  required in connection with the performance of the Employee's
                  duties hereunder, the amount of the allowance being limited to
                  actual expenditures verified and documented as


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                  required by Xstream for audit purposes, for tax deduction
                  purposes and in order to assure compliance with applicable
                  laws and regulations; provided that, without the prior consent
                  of Xstream's stockholders, such expense allowance may not
                  exceed $500 during any consecutive 30 day period.

         (C)      The Employee shall be entitled to four (4) weeks paid vacation
                  annually, to be take at such time(s) as shall not, in the
                  reasonable judgment of the Company's Board of
                  Directors , interfere with the fulfillment of the Employee's
                  duties under this Agreement. The Employee shall be entitled to
                  as many holidays, sick days and personal days as are generally
                  provided from time to time to its employees in accordance with
                  the Company's policies in effect from time to time.

         (D)      The Employee shall be entitled to receive an automobile
                  allowance in an amount of $500 per month, which amount may be
                  applied by the Company toward the leasing of an automobile by
                  the Company for the Employee, or may be given directly to the
                  Employee to reimburse the Employee for the purchase or lease
                  of an automobile, as the parties may agree. In addition, the
                  Company shall pay or reimburse the Employee for all reasonable
                  trave, entertainment, and other expenses incurred by him in
                  connection with the performance of his duties hereunder in
                  accordance with the policies and procedures established by the
                  Board of Directors.

         (E)      Upon execution of this Agreement by both parities, the Company
                  shall grant to the Employee incentive stock options subject to
                  the following terms and conditions:

                  (a)      Upon execution of this Agreement, the Employee shall
                           be granted an option to purchase 1.5 million shares
                           at $1.75 per share.
                  (b)      Employee shall also be entitled to additional stock
                           options based upon the Company's performance.

                           (a)      If during calendar year 2002 the Company's
                                    gross sales are greater than $2.5 million
                                    but less than $6 million, Employee shall be
                                    granted an option to purchase 250,000 shares
                                    of common stock at $1.75.

                           (b)      If during calendar year 2002 the Company's
                                    gross sales are greater than $6 million
                                    Employee shall be granted an option to
                                    purchase 500,000 shares of common stock at
                                    $1.75 per share.

                           (c)      If during calendar year 2003 the Company's
                                    gross sales are greater than $8 million but
                                    less than $15 million, Employee shall be
                                    granted an option to purchase 250,000 shares
                                    of common stock at $1.75 per shares.

                           (d)      If during calendar year 2003 the Company's
                                    gross sales are greater than $15 million
                                    Employee shall be granted an option to
                                    purchase 500,000 shares of common stock at
                                    $1.75 per shares.


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                           (e)      If during calendar year 2004 the Company's
                                    gross sales are greater than $22 million but
                                    less than $35 million, Employee shall be
                                    granted an option to purchase 250,000 shares
                                    of common stock at $1.75 per shares.

                           (f)      If during calendar year 2004 the Company's
                                    gross sales are greater than $22 million
                                    Employee shall be granted an option to
                                    purchase 500,000 shares of common stock at
                                    $1.75 per shares.

         All options to be granted hereunder shall contain a cashless exercise
provision in the sole and absolute discretion of the Board of Directors.

3.3      INDEMNIFICATION

         Xstream will defend, indemnify and hold the Employee harmless from all
liabilities, suits, judgments, fines, penalties or disabilities, including
expenses associated directly, therewith (e.g. legal fees, court costs,
investigative costs, witness fees, etc.) resulting from any reasonable actions
taken by him in good faith on behalf of Xstream, its affiliates or for other
persons or entities at the request of the board of directors of Xstream, to the
fullest extent legally permitted, and in conjunction therewith, shall assure
that all required expenditures are made in a manner making it unnecessary for
the Employee to incur any out of pocket expenses; provided, however, that the
Employee permits the majority stockholders of Xstream to select and supervise
all personnel involved in such defense and that the Employee waive any conflicts
of interest that such personnel may have as a result of also representing
Xstream, its stockholders or other personnel and agrees to hold them harmless
from any matters involving such representation, except such as involve fraud or
bad faith.


                                  ARTICLE FOUR
                                SPECIAL COVENANTS

4.1      CONFIDENTIALITY, NON-CIRCUMVENTION AND NON-COMPETITION

         During the term of this Agreement, all renewals thereof and for a
period of two years after its termination, the Employee hereby irrevocably
agrees to be bound by the following restrictions, which constitute a material
inducement for Xstream's entry into this Agreement:

(a)      Because the Employee will be developing for Xstream, making use of,
         acquiring and/or adding to, confidential information of special and
         unique nature and value relating to such matters as Xstream's trade
         secrets, systems, procedures, manuals, confidential reports, personnel
         resources, strategic and tactical plans, advisors, clients, investors
         and funders; as material inducement to the entry into this Agreement by
         Xstream, the Employee hereby covenants and agrees not to personally
         use, divulge or disclose, for any purpose whatsoever,



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         directly or indirectly, any of such confidential information during the
         term of this Agreement, any renewals thereof, and for a period of two
         years after its termination.

(b)      The Employee hereby covenants and agrees to be bound as a fiduciary of
         Xstream, as if the Employee were a partner in a partnership bound by
         the partnership opportunities doctrine, as such concept has been
         judicially and legislatively developed in the State of Florida, and
         consequently, without the prior written consent of Xstream, on a
         specific, case by case basis, the Employee shall not, among other
         things, directly or indirectly:

         (1)      Engage in any activities, whether or not for profit,
                  competitive with Xstream's business.

         (2)      Solicit or accept any person providing services to Xstream,
                  whether as an employee, consultant or independent contractor,
                  for employment or provision of services.

         (3)      Induce any client or customer of Xstream to cease doing
                  business with Xstream or to engage in business with any person
                  engaged in business activities that compete with Xstream's
                  business.

         (4)      Divert any business opportunity within the general scope of
                  Xstream's business and business capacity, to any other person
                  or entity.

4.2      SPECIAL REMEDIES

         In view of the irreparable harm and damage which would undoubtedly
occur to Xstream as a result of a breach by the Employee of the covenants or
agreements contained in this Article Four, and in view of the lack of an
adequate remedy at law to protect Xstream's interests, the Employee hereby
covenants and agrees that Xstream shall have the following additional rights and
remedies in the event of a breach hereof:

(a)      In addition to and not in limitation of any other rights, remedies or
         damages available to Xstream, whether at law or in equity, it shall be
         entitled to a permanent injunction in order to prevent or to restrain
         any such breach by the Employee, or by the Employee's partners, agents,
         representatives, servants, employers, employees, affiliates and/or any
         and all persons directly or indirectly acting for or with him and the
         Employee hereby consents to the issuance of such a permanent
         injunction; and

(b)      Because it is impossible to ascertain or estimate the entire or exact
         cost, damage or injury which Xstream may sustain prior to the effective
         enforcement of such injunction, the Employee hereby covenants and
         agrees to pay over to Xstream, in the event the employee violates the
         covenants and agreements contained in Section 4.2 hereof, the greater
         of:

         (1)      Any payment or compensation of any kind received by the
                  Employee or by persons affiliated with or acting for or with
                  the Employee, because of such violation before the issuance of
                  such injunction, or


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         (2)      The sum of Ten Thousand ($10,000.00) Dollars per violation,
                  which sum shall be liquidated damages, and not a penalty, for
                  the injuries suffered by Xstream as a result of such
                  violation, the Parties hereto agreeing that such liquidated
                  damages are not in tended as the exclusive remedy available to
                  Xstream for any breach of the covenants and agreements
                  contained in this Article Four, prior to the issuance of such
                  injunction, the Parties recognizing that the only adequate
                  remedy to protect Xstream from the injury caused by such
                  breaches would be injunctive relief.

4.3      CUMULATIVE REMEDIES

         The Employee hereby irrevocably agrees that the remedies described in
Section 4.2 shall be in addition to, and not in limitation of, any of the rights
or remedies to which Xstream is or may be entitled to, whether at law or in
equity, under or pursuant to this Agreement.

4.4      ACKNOWLEDGMENT OF REASONABLENESS

(a)      The Employee hereby represents, warrants and acknowledges that having
         carefully read and considered the provisions of this Article Four, the
         restrictions set forth herein are fair and reasonable and are
         reasonably required for the protection of the interests of Xstream, its
         officers, directors and other employees; consequently, in the event
         that any of the above-described restrictions shall be held
         unenforceable by any court of competent jurisdiction, the Employee
         hereby covenants, agrees and directs such court to substitute a
         reasonable judicially enforceable limitation in place of any limitation
         deemed unenforceable and, the Employee hereby covenants and agrees that
         if so modified, the covenants contained in this Article Four shall be
         as fully enforceable as if they had been set forth herein directly by
         the Parties.

(b)      In determining the nature of this limitation, the Employee hereby
         acknowledges, covenants and agrees that it is the intent of the Parties
         that a court adjudicating a dispute arising hereunder recognize that
         the Parties desire that these covenants not to circumvent, disclose or
         compete be imposed and maintained to the greatest extent possible.

4.5      UNAUTHORIZED ACTS

         The Employee hereby covenants and agrees not do any act or incur any
obligation on behalf of Xstream except as authorized by its board of directors
or by its stockholders pursuant to duly adopted stockholder action or reasonably
inferred therefrom.


4.6      COVENANT NOT TO DISPARAGE

         The Employee hereby irrevocably covenants and agrees that during the
term of this



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Agreement and after its termination, he will refrain from making any remarks
that could be construed by anyone, under any circumstances, as disparaging,
directly or indirectly, specifically, through innuendo or by inference, whether
or not true, about Xstream, its constituent members, or their officers,
directors, stockholders, employees, agent or affiliates, whether related to the
business of Xstream, to other business or financial matters or to personal
matters.

                                  ARTICLE FIVE
                                  MISCELLANEOUS

5.1      NOTICES

(a)     (1)       All notices, demands or other communications hereunder
                  shall be in writing, and unless otherwise provided, shall be
                  deemed to have been duly given on the first business day after
                  mailing by registered or certified mail, return receipt
                  requested, postage prepaid, addressed as follows:

To the Employee:

  EDWARD ARIOLI

----------------------------

-----------------------------

To Xstream:

XSTREAM BEVERAGE GROUP, INC.
                                            805 East Hillsboro Blvd.
                                                   Second Floor
                                           Deerfield Beach, Florida 33441


         (2)      Copies of notices will also be provided to such other address
                  or to such other person as any Party shall designate to the
                  other for such purpose in the manner hereinafter set forth.

5.2      AMENDMENT

         (a)      No modification, waiver, amendment, discharge or change of
                  this Agreement shall be valid unless the same is in writing
                  and signed by the Party against which the enforcement of said
                  modification, waiver, amendment, discharge or change is
                  sought.

         (b)      This Agreement may not be modified without the consent of a
                  majority in interest of Xstream's Board of Directors.


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5.3      MERGER

         (a)      This instrument contains all of the understandings and
                  agreements of the Parties with respect to the subject matter
                  discussed herein.

         (b)      All prior agreements whether written or oral, are merged
                  herein and shall be of no force or effect.

5.4      SURVIVAL.

         The several representations, warranties and covenants of the Parties
contained herein shall survive the execution hereof and shall be effective
regardless of any investigation that may have been made or may be made by or on
behalf of any Party.

5.5      SEVERABILITY.

         If any provision or any portion of any provision of this Agreement, or
the application of such provision or any portion thereof to any person or
circumstance shall be held invalid or unenforceable, the remaining portions of
such provision and the remaining provisions of this Agreement or the application
of such provision or portion of such provision as is held invalid or
unenforceable to persons or circumstances other than those to which it is held
invalid or unenforceable, shall not be effected thereby.

5.6      GOVERNING LAW AND VENUE

         This Agreement shall be construed in accordance with the laws of the
State of Florida but any proceeding arising between the Parties in any matter
pertaining or related to this Agreement shall, to the extent permitted by law,
be held in Broward County, Florida.

5.7      LITIGATION

         (a)      In any action between the Parties to enforce any of the terms
                  of this Agreement or any other matter arising from this
                  Agreement, the prevailing Party shall be entitled to recover
                  its costs and expenses, including reasonable attorneys' fees
                  up to and including all negotiations, trials and appeals,
                  whether or not litigation is initiated.

         (b)      In the event of any dispute arising under this Agreement, or
                  the negotiation thereof or inducements to enter into the
                  Agreement, the dispute shall, at the request of any Party, be
                  exclusively resolved through the following procedures:

         (1)      (A)      First, the issue shall be submitted to mediation
                           before a mediation service in Broward County,
                           Florida.

                  (B)      The mediation efforts shall be concluded within ten
                           business days after their initiation unless the
                           Parties unanimously agree to an extended mediation
                           period.

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         (2)      In the event that mediation does not lead to a resolution of
                  the dispute then at the request of any Party, the Parties
                  shall submit the dispute to binding arbitration before an
                  arbitration service located in Broward County, Florida.

         (3)      (A)      Expenses of mediation shall be borne by Xstream,
                           if successful.

                  (B)      Expenses of mediation, if unsuccessful and of
                           arbitration shall be borne by the Party or Parties
                           against whom the arbitration decision is rendered.

                  (C)      If the terms of the arbitration award does not
                           establish a prevailing Party, then the expenses of
                           unsuccessful mediation and arbitration shall be borne
                           equally by the Parties.

5.8      BENEFIT OF AGREEMENT

         (a)      This Agreement may not be assigned by the Employee without the
                  prior written consent of Xstream.

         (b)      Subject to the restrictions on transferability and assignment
                  contained herein, the terms and provisions of this Agreement
                  shall be binding upon and inure to the benefit of the Parties,
                  their successors, assigns, personal representative, estate,
                  heirs and legatees.

5.9      CAPTIONS

         The captions in this Agreement are for convenience and reference only
and in no way define, describe, extend or limit the scope of this Agreement or
the intent of any provisions hereof.

5.10     NUMBER AND GENDER

         All pronouns and any variations thereof shall be deemed to refer to the
masculine, feminine, neuter, singular or plural, as the identity of the Party or
Parties, or their personal representatives, successors and assigns may require.

5.11     FURTHER ASSURANCES

         The Parties hereby agree to do, execute, acknowledge and deliver or
cause to be done, executed or acknowledged or delivered and to perform all such
acts and deliver all such deeds, assignments, transfers, conveyances, powers of
attorney, assurances, recipes, records and other documents, as may, from time to
time, be required herein to effect the intent and purposes of this Agreement.



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5.12     STATUS

         Nothing in this Agreement shall be construed or shall constitute a
partnership, joint venture, agency, or lessor-lessee relationship; but, rather,
the relationship established hereby is that of employer-employee in Xstream.

5.13     COUNTERPARTS

         (a)      This Agreement may be executed in any number of counterparts.

         (b)      Execution by exchange of facsimile transmission shall be
                  deemed legally sufficient to bind the signatory; however, the
                  Parties shall, for aesthetic purposes, prepare a fully
                  executed original version of this Agreement, which shall be
                  the document filed with the Securities and Exchange
                  Commission.

         In Witness Whereof, the Parties have executed this Agreement, effective
as of the last date set forth below.

Signed, Sealed & Delivered
         In Our Presenc

--------------------------                                       EMPLOYEE
                                                     /s/ Edward Arioli
--------------------------                               -----------------------
                                                         Edward Arioli



Dated:            February 1,  2002
                                                  XSTREAM BEVERAGE  GROUP, INC.
                                                          A NEVADA CORPORATION.
--------------------------
                                            By:  /s/    Theodore Farnsworth
--------------------------                       -------------------------------
                                                 Theodore Farnsworth,Chairman
(CORPORATE SEAL)
                                               Attest:  ________________________


Dated: February ________, 2002




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